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MARR Interim / Quarterly Report 2018

May 22, 2018

4060_ir_2018-05-22_8737e865-037d-4137-9208-e8beee1809b0.pdf

Interim / Quarterly Report

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Interim Report as at 31 March 2018

14 May 2018

MARR S.p.A. Via Spagna, 20 – 47921 Rimini - Italy Capital stock € 33.262.560 i.v. Tax code and Trade Register of Rimini 01836980365 R.E.A. Ufficio di Rimini n. 276618 Subject to the management and coordination of Cremonini S.p.A. – Castelvetro (MO)

TABLE OF CONTENTS

MARR Group Organisation

Corporate bodies of MARR S.p.A.

Interim report as at 31 March 2018

  • Directors' Report
  • Interim Condensed Consolidated Financial Statements
  • Statement of financial position
  • Statement of profit and loss
  • Statement of other comprehensive income
  • Statement of changes in Shareholder's Equity
  • Cash flows statement
  • Explanatory Notes to the Interim Condensed Consolidated Financial Statements
  • Statement by the Responsible for the drafting of corporate accounting documents pursuant to Art. 154 bis paragraph 2 of Legislative Decree 58 dated 24 February 1998

MA ARR GRO OUP ORGA ANISATIO ON

as at t 31 March 2018

As at 31 Mar due to the p February 201 Doc S.r.l. and rch 2018 the s purchase of th 8. Following t d thus become structure of th he residual 50 this operation e the sole shar he Group diffe 0% of Griglia D n DE.AL. – S.r reholder. ers from that a Doc's share c r.l. Depositi Al at 31 Decemb apital, finalised limentari hold er 2017 and f d by the subs the 100% of from that at 3 sidiary DE.AL. f the share cap 1 March 2017 – S.r.l. on 27 pital of Griglia 77a

The MARR G Group's activiti ies are entirely y dedicated to o the foodserv ice distribution n and are listed d in the follow wing table:

Company Activity
MARR S.p.A.
Via Spagna n.
. 20 – Rimini
Marketing and
d distribution of
f fresh, dried and
d frozen food p
products
for Foodservic
ce operators.
AS.CA S.p.A.
Via dell'Acer
ro n. 1/A - S
Santarcangelo
di Romagna
(Rn)
Marketing and
d distribution of
f fresh, dried and
d frozen food p
products
for Foodservic
ce operators.
New Caterin
g S.r.l.
Via dell'Acer
ro n.1/A - S
Santarcangelo
di Romagna
(Rn)
Marketing and
d distribution o
of foodstuff pro
oducts to bars
and fast
food outlets.
DE.AL. S.r.l. D
Depositi Alime
entari
Via Tevere n.
. 125 – Elice (
PE)
Company, le
easing its going
g concern to th
he Parent Com
mpany.
Company Activity
Speca Alimentari S.r.l.
Via dell'Acero n. 1/A – Santarcangelo di Romagna
(Rn)
Company, leasing its going concern to the Parent Company.
MARR Foodservice Iberica S.A.U.
Calle Lagasca n. 106 1° centro - Madrid (Spagna)
Non-operating company (in pre – liquidation).
Griglia Doc S.r.l.
Via Tevere n. 125 – Elice (PE)
Start-up company.

All the controlled companies are consolidated on a line – by – line basis.

CORPORATE BODIES

Board of Directors

Chairman Paolo Ferrari
Chief Executive Office Francesco Ospitali
Directors Claudia Cremonini
Vincenzo Cremonini
Pierpaolo Rossi
Independent Directors Marinella Monterumisi (1)(2)
Alessandra Nova (2)
Ugo Ravanelli (1)(2)
Rossella Schiavini (1)

(1) Member of Control and Risk Committee (2) Members of the Remuneration and Nomination committee

Board of Statutory Auditors Chairman Massimo Gatto Auditors Ezio Maria Simonelli Paola Simonelli Alternate Auditors Alvise Deganello Simona Muratori Independent Auditors PricewaterhouseCoopers S.p.A.

Manager responsible for the drafting of corporate accounting documents Pierpaolo Rossi

DIRECTORS' REPORT

Group performance and analysis of the results for the first quarter of 2018

The interim report as at 31 March 2018, not audited, has been prepared in accordance with the accounting policies and measurement criteria established by the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission according to the procedures in art. 6 of (EC) Regulation 1606/2002 of the European Parliament and Council dated 19 July 2002, while for information and the purposes of this report, reference is made to article 154-ter of the Legislative Decree 58 dated 24 February 1998.

Group sales in the first three months of 2018 reached 332.6 million Euros (323.3 million in 2017), with sales to clients in the "Street Market" and "National Account" segments amounting to 276.4 million Euros, an increase – entirely organic – of 18.6 million compared to 257.8 million in the first quarter of 2017.

As regards the sector of activity represented by "Distribution of food products to non-domestic catering", the sales can be analysed in terms of client categories as follows.

The "Street Market" category (restaurants and hotels not belonging to Groups or Chains) reached 199.0 million Euros (186.7 million in 2017), with the Easter festivities having had a positive impact (Easter was on 1 April this year, compared with 16 April 2017).

The performance of the end reference market of clients in the Street Market category, on the basis of the most recent survey by the Confcommercio Studies Office (Survey no. 4, April 2018), registered an increase in consumption (by quantity) of +2.5% in the first quarter for "Hotels, meals and out-of-home food consumption".

Sales to National Account clients (operators in Canteens and Chains and Groups) reached 77.5 million Euros (71.0 million in 2017).

Sales to clients in the "Wholesale" segment amounted to 56.2 million Euros in the first quarter of 2018, a decrease compared to 65.5 million in 2017, as a result of the reduced availability of frozen seafood products due to the trend of the fishing campaign in North Africa.

The total consolidated revenues for the period amounted to 336.5 million Euros, an increase compared to 328.3 million in the first quarter of 2017.

EBITDA and EBIT also increased, amounting respectively to 16.4 million Euros (15.4 million in 2017) and 11.8 million Euros (11.4 million in 2017).

The net result for the period amounted to 7.4 million Euros compared to 6.7 million in 2017.

In the following table we provide reconciliation between the revenues from sales by category and the revenues from sales and services indicated in the consolidated financial statements:

MARR Consolidated 31 March 31 March
(€thousand) 2018
198,960
77,478
56,204
332,642
(4,841)
656
142
2017
Revenues from sales and services by customer category
Street market 186,757
National Account 71,049
Wholesale 65,479
Total revenues form sales in Foodservice 323,285
(1) Discount and final year bonus to the customers (4,259)
(2) Other services 600
(3) Other 142
Revenues from sales and services 328,599 319,768

Note

(1) Discount and final year bonus not attributable to any specific customer category

(2) Revenues for services (mainly transport) not referring to any specific customer category

(3) Other revenues for goods or services/adjustments to revenues not referring to any specific customer category

Below are the figures re-classified according to current financial analysis procedures, with the income statement, the statement of financial position and the net financial position for the first quarter of 2018, compared to the same period of the previous year.

Analysis of the re-classified income statement1

MARR Consolidated
(€thousand)
1st quarter
2018
% 1st quarter
2017
% % Change
Revenues from sales and services 328,543 97.6% 319,768 97.4% 2.7
Other earnings and proceeds 7,919 2.4% 8,552 2.6% (7.4)
Total revenues 336,462 100.0% 328,320 100.0% 2.5
Cost of raw and secondary materials, consumables
and goods sold (282,749) -84.0% (289,174) -88.1% (2.2)
Change in inventories 13,931 4.1% 26,423 8.0% (47.3)
Services (39,232) -11.7% (38,003) -11.6% 3.2
Leases and rentals (2,410) -0.7% (2,421) -0.7% (0.5)
Other operating costs (410) -0.1% (373) -0.1% 9.9
Value added 25,592 7.6% 24,772 7.5% 3.3
Personnel costs (9,186) -2.7% (9,318) -2.8% (1.4)
Gross Operating result 16,406 4.9% 15,454 4.7% 6.2
Amortization and depreciation (1,654) -0.5% (1,553) -0.5% 6.5
Provisions and write-downs (2,925) -0.9% (2,514) -0.7% 16.3
Operating result 11,827 3.5% 11,387 3.5% 3.9
Financial income 232 0.1% 375 0.1% (38.1)
Financial charges (1,309) -0.4% (1,777) -0.6% (26.3)
Foreign exchange gains and losses (22) 0.0% (164) 0.0% (86.6)
Value adjustments to financial assets 0 0.0% (38) 0.0% (100.0)
Result from recurrent activities 10,728 3.2% 9,783 3.0% 9.7
Non-recurring income 0 0.0% 0 0.0% 0.0
Non-recurring charges 0 0.0% 0 0.0% 0.0
Profit before taxes 10,728 3.2% 9,783 3.0% 9.7
Income taxes (3,276) -1.0% (3,040) -0.9% 7.8
Net profit attributable to the MARR Group 7,452 2.2% 6,743 2.1% 10.5

As at 31 March 2018 the consolidated operating economic results are as follows: total revenues of 336.5 million Euros (+2.5%); EBITDA2 of 16.4 million Euros (+6.2%); EBIT of 11,8 million Euros (+3.9%).

The variation in revenues from sales and services (+2.7% compared to the same period in the previous year) is a consequence of the

performance of sales in each client category, as previously analyzed.

1 It is specified that the reclassified income statement does not show the item "Other Profits/Losses net of the effect of taxation" reported in the "Comprehensive income statement", as required by IAS 1 revised applicable from 01 January 2009 onwards.

2 The EBITDA (Gross Operating Margin) is an economic indicator not defined by the IFRS adopted by MARR for the financial statements from 31 December 2005. The EBITDA is a measure used by the company's management to monitor and assess its operational performance. The management believes that the EBITDA is an important parameter for measuring the Group's performance as it is not affected by the volatility due to the effects of various types of criteria for determining taxable items, the amount and characteristics of the capital used and the relevant amortization policies. Today (following the subsequent detailing of the development of the accounting procedures) the EBITDA (Earnings before interests, taxes, depreciation and amortization) is defined as the business year Profits/Losses gross of amortizations and depreciations, write downs and financial income and charges and income tax.

The item "Other earnings and proceeds" is mainly represented by contributions from suppliers on purchases and includes logistics payments which MARR charges to suppliers (as in the previous years); on the other side we recall that, following the centralization of deliveries from suppliers on logistical platforms, MARR undertakes the costs for the internal distribution to the distribution centres.

By comparison with the previous year (-7.4%) it's recalled that a part of the contribution from suppliers has been included to reduce the cost of purchasing materials following the reformulation of some of the contracts for the recognition of endof year bonuses, as already explained in the Directors Report as at 31 December 2017.

The percentage incidence of the first margin (Total revenues, less Cost of purchase of goods plus variations in inventories) shows a slightly increase (+0.1%) compared to the same period of the previous year.

As regard operative costs, it must be highlighted that their incidence percentage on the total revenue remains substantially like that one at first quarter 2017 which already included, since 1 January, the expenses for the subsidiary Speca Alimentari S.r.l.

Despite the remuneration increases envisaged by the National Collective Labour Contract for workers of companies in the tertiary sector of distribution and services from 2015 to the end of 2017, the personnel cost has decreased slightly compared to the same period last year. This is a result of both the maintenance of a careful policy of resources and the process of outsourcing some activities conducted in the previous business year. In this regard, it should be noted that the average number of employees in the first quarter of 2018 was 825, compared to an average of 844 employees in the first quarter of 2017.

The increase in absolute value of depreciation is mainly due to the investments made in the last three-year period for the expansion and modernisation of some MARR distribution centres.

The item Provisions and write-downs amounted to 2.9 million Euros (2.5 million in the same period of 2017) and consists for 2,7 million Euros by the provision for bad debts and for 0.2 million Euros by the provision for supplementary client severance indemnity.

The result form recurrent activities, that amounted to 10.7 million Euros at the end of the quarter, benefits from a reduction in the cost of money related, in addition to the trend of interest rates, to the renegotiation of some long term debts finalised at the end of the 2017 and in the first quarter of 2018.

The tax rate of the period is 30.5% (31.1% in the first quarter 2017).

As at 31 March 2018 the total net result reached 7.4 million Euros, increasing by 10.5% compared to the same period of the previous year.

Analysis of the re-classified statement of financial position

MARR Consolidated 31.03.18 31.12.17 31.03.17
(€thousand)
Net intangible assets 152,055 151,695 151,075
Net tangible assets 68,991 70,149 71,796
Equity investments evaluated using the Net Equity method 0 735 853
Equity investments in other companies 315 315 319
Other fixed assets 24,794 26,176 31,624
Total fixed assets (A) 246,155 249,070 255,667
Net trade receivables from customers 371,028 376,690 385,940
Inventories 161,483 147,552 169,399
Suppliers (282,493) (328,860) (285,858)
Trade net working capital (B) 250,018 195,382 269,481
Other current assets 42,593 58,972 36,638
Other current liabilities (24,309) (24,261) (27,075)
Total current assets/liabilities (C) 18,284 34,711 9,563
Net working capital (D) = (B+C) 268,302 230,093 279,044
Other non current liabilities (E) (1,185) (1,045) (938)
Staff Severance Provision (F) (9,049) (9,264) (9,806)
Provisions for risks and charges (G) (5,793) (6,525) (6,266)
Net invested capital (H) = (A+D+E+F+G) 498,430 462,329 517,701
Shareholders' equity attributable to the Group (311,732) (304,726) (292,479)
Consolidated shareholders' equity (I) (311,732) (304,726) (292,479)
(Net short-term financial debt)/Cash 51,959 38,092 (24,454)
(Net medium/long-term financial debt) (238,657) (195,695) (200,768)
Net financial debt (L) (186,698) (157,603) (225,222)
Net equity and net financial debt (M) = (I+L) (498,430) (462,329) (517,701)

Analysis of the Net Financial Position3

The following represents the trend in Net Financial Position.

MARR Consolidated
(€thousand) 31.03.18 31.12.17 31.03.17
A. Cash 6,219 9,133 4,601
Cheques 0 0 0
Bank accounts 150,493 147,044 87,019
Postal accounts 55 108 383
B. Cash equivalent 150,548 147,152 87,402
C. Liquidity (A) + (B) 156,767 156,285 92,003
Current financial receivable due to Parent company 703 1,259 3,636
Current financial receivable due to related companies 0 0 0
Others financial receivable 823 716 1,043
D. Current financial receivable 1,526 1,975 4,679
E. Current Bank debt (45,879) (63,745) (51,971)
F. Current portion of non current debt (49,349) (44,868) (57,339)
Financial debt due to parent company 0 0 0
Financial debt due to related company 0 0 0
Other financial debt (11,106) (11,555) (11,826)
G. Other current financial debt (11,106) (11,555) (11,826)
H. Current financial debt (E) + (F) + (G) (106,334) (120,168) (121,136)
I. Net current financial indebtedness (H) + (D) + (C) 51,959 38,092 (24,454)
J. Non current bank loans (203,542) (159,583) (148,681)
K. Other non current loans (35,115) (36,112) (52,087)
L. Non current financial indebtedness (J) + (K) (238,657) (195,695) (200,768)
M. Net financial indebtedness (I) + (L) (186,698) (157,603) (225,222)

The MARR's Group financial debt is affected by the business seasonality, that requires higher net working capital during the summer period. Historically, the indebtedness reaches its peak during the first half of the year, and then decreases at the end of the business year.

At the end of the first quarter net financial indebtedness reached 186.7 million Euros, an increase compared to the 157,6 million Euros at 31 December 2017 and an improvement compared to the 225.2 million Euros at 31 March 2017.

In addition to the everyday operating management, the financial outgoings linked to the investments made in the various distribution centres of the Parent Company continue (as described in the subsequent paragraph on "Investments").

As regards the structure of financing sources, it must be highlighted that during the course of the first quarter 2018 the Parent Company signed a new loan in Pool with Cassa Centrale Banca (as agent bank) and BCC Malatestiana, which was granted on 14 February for 10 million Euros and with amortization plan ending in December 2020.

3 The Net Financial Position used as a financial indicator of debts is represented by the total of the following positive and negative components of the Statement of financial position:

Positive short term components: cash and equivalents; items of net working capital collectables; financial assets.

Negative short and long term components: payables to banks; payables to other financiers, payables to leasing companies and factoring companies; payables to shareholders for loans.

Finally with regard to the ongoing loans with ICCREA BancaImpresa and BNP Paribas, it must highlighted that in January additional financing tranches were granted for a total value of 40.9 million Euros.

The net financial position as at 31 March 2018 is in line with the company objectives.

Analysis of the Trade net working Capital

MARR Consolidated
(€thousand)
31.03.18 31.12.17 31.03.17
Net trade receivables from customers
Inventories
Suppliers
371,028
161,483
(282,493)
376,690
147,552
(328,860)
385,940
169,399
(285,858)
Trade net working capital 250,018 195,382 269,481

As at 31 March 2018, the net trade working capital amounted to 250.0 million Euros, an increase of 54.6 million Euros compared to 31 December 2017 (63.6 million Euros as at 31 March 2017), but a decrease compared to 269.5 million Euros at the end of the first quarter of 2017. This trend is correlated to the maintenance of a policy of the entire Organization focusing on the management of receivables and supplies. In particular, with regard to the inventories, it should be highlighted that their trend is correlated, in addition to the reduced availability of frozen seafood products (as commented on as regards the sales in the Wholesale segment), to the fact that as at 31 March 2017, this item had been affected by specific procurement policies implemented in expectation of the summer season and also the fact that in 2018, the Easter festivities were entirely in the first quarter.

The trade net working capital remains in line with the company objectives.

Re-classified cash-flow statement

MARR Consolidated
(€thousand)
31.03.18 31.03.17
Net profit before minority interests 7,452 6,743
Amortization and depreciation 1,654 1,553
Change in Staff Severance Provision (215) (815)
Operating cash-flow 8,891 7,481
(Increase) decrease in receivables from customers 5,662 (10,290)
(Increase) decrease in inventories (13,931) (27,063)
Increase (decrease) in payables to suppliers (46,367) (26,236)
(Increase) decrease in other items of the working capital 16,427 19,238
Change in working capital (38,209) (44,351)
Net (investments) in intangible assets (437) (6,740)
Net (investments) in tangible assets (420) (1,571)
Net change in financial assets and other fixed assets 2,117 (2,902)
Net change in other non current liabilities (592) 162
Investments in other fixed assets 668 (11,051)
Free - cash flow before dividends (28,650) (47,921)
Distribution of dividends 0 0
Capital increase 0 0
Other changes, including those of minority interests (445) 172
Casf-flow from (for) change in shareholders' equity (445) 172
FREE - CASH FLOW (29,095) (47,749)
Opening net financial debt (157,603) (177,473)
Cash-flow for the period (29,095) (47,749)
Closing net financial debt (186,698) (225,222)

Investments

As regards the investments in the first quarter of 2018 it's highlighted that the increase in intangible asset was mainly related to the consolidation of the company Griglia Doc of which DE.AL S.r.l. Depositi Alimentari finalized the purchase of the residual 50% share capital in February.

Regarding the tangible assets, it's highlight the continuation of the expansion and modernisation works in some distribution centres of the Parent Company.

The following is a summary of the net investments made in the first quarter of 2018:

(€thousand) 31.03.18
Intangible assets
Patents and intellectual property rights 415
Fixed assets under development and advances 22
Goodwill 0
Total intangible assets 437
Tangible assets
Land and buildings 146
Plant and machinery 108
Industrial and business equipment 46
Other assets 120
Fixed assets under development and advances 0
Total tangible assets 420
Total 857

Other information

The Company neither holds nor has ever held shares or quotas of parent companies, even through third party persons and/or companies; consequently during the first quarter of 2018 the company never purchased or sold the abovementioned shares and/or quotas.

As at 31 March 2018 the company don't owns own shares.

During the quarter, the Company did not carry out atypical or unusual operations.

Significant events during the first quarter 2018

On 20 February 2018, the Board of Directors appointed Mr Loris Piscaglia as Manager of the Internal Auditing Department, who become responsible for the auditing activities, both on a continuous basis and in relation to specific needs and in respect of the international standards, concerning operations and the suitability of the internal audit and risk management system.

On 27 February 2018, with agreement certified by the Notary Grazia Buta form Pescara, DE.AL – S.r.l. Depositi Alimentari purchased the 50% of the associated Company Griglia Doc's share capital for an amount of 190 thousand Euros. Following this operation the company DE.AL. – S.r.l. Depositi Alimentari hold the 100% of the share capital of Griglia Doc S.r.l. and thus become the sole shareholder.

Subsequent Events after the closing of the quarter

In April 2018, following-up that deliberated by the Board of Directors meeting on 20 February 2018, the extraordinary shareholders' meetings of the companies Griglia Doc S.r.l. and DE.AL S.r.l. – Depositi Alimentari were held, the agenda including the approval of the merger by incorporation of Griglia Doc into DE.AL. The relevant deliberations are currently filed with the Pescara Companies Register.

On 28 April 2018 the Shareholders' meeting approved the financial statement as at 31 December 2017 and the distribution to the Shareholders of a gross dividend per share of 0.74 Euros (0.70 Euros the previous year) with "excoupon" (no. 14) on 28 May 2018, record date on 29 May 2018 and payment on 30 May. The non-distributed profits will be allocated to the Reserves.

Outlook

The trend of sales in April, that compared to April 2017, which had benefitted from the positive impact of the Easter festivities on the main Street Market category, puts the sales to clients in the "Street Market" and "National Account" categories after the first four months in line with the growth objectives for the year.

Interim Consolidated Financial Statements

MARR Group

Interim Report

as at 31 March 2018

STATEMENT OF CONSOLIDATED FINANCIAL POSITION

(€thousand) 31.03.18 31.12.17 31.03.17
ASSETS
Non-current assets
Tangible assets 68,991 70,149 71,796
Goodwill 149,921 149,921 149,882
Other intangible assets 2,134 1,774 1,193
Investments valued at equity 0 735 853
Investments in other companies 315 315 319
Non-current financial receivables 956 1,171 1,950
Financial instruments/derivatives 0 586 5,042
Deferred tax assets 59 0 0
Other non-current assets 32,187 31,357 33,637
Total non-current assets 254,563 256,008 264,672
Current assets
Inventories 161,483 147,552 169,399
Financial receivables 1,521 1,964 4,666
relating to related parties 703 1,259 3,636
Financial instruments / derivative 5 11 13
Trade receivables 362,620 369,752 376,935
relating to related parties 13,939 14,020 11,329
Tax assets 8,445 9,323 8,657
relating to related parties 12 1,224 1,010
Cash and cash equivalents 156,767 156,285 92,003
Other current assets 34,148 49,649 27,981
relating to related parties 120 304 102
Total current assets 724,989 734,536 679,654
TOTAL ASSETS 979,552 990,544 944,326
LIABILITIES
Shareholders' Equity
Shareholders' Equity attributable to the 311,732 304,726 292,479
Group
Share capital 33,263 33,263 33,263
Reserves 193,154 193,600 184,312
Retained Earnings 0 0 0
Profit for the period attributable to the Group
Total Shareholders' Equity
85,315
311,732
77,863
304,726
74,904
292,479
Non-current liabilities
Non-current financial payables
237,702 195,695 200,683
Financial instruments/derivatives 955 0 85
Employee benefits 9,049 9,264 9,806
Provisions for risks and costs 5,793 6,001 5,719
Deferred tax liabilities 0 524 547
Other non-current liabilities 1,185 1,045 938
Total non-current liabilities 254,684 212,529 217,778
Current liabilities
Current financial payables 106,334 120,161 121,136
relating to related parties 0 0 0
Financial instruments/derivatives 0 7 0
Current tax liabilities 3,641 1,654 4,846
relating to related parties 1,528 0 2,017
Current trade liabilities 282,493 328,860 285,858
relating to related parties 11,450 9,011 9,740
Other current liabilities 20,668 22,607 22,229
relating to related parties 70 250 25
Total current liabilities 413,136 473,289 434,069
TOTAL LIABILITIES 979,552 990,544 944,326

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(€thousand) Note 1st quarter
2018
1st quarter
2017
Revenues 1 328,543 319,768
relating to related parties 15,484 11,968
Other revenues 2 7,919 8,552
relating to related parties 112 92
Changes in inventories 13,931 26,423
Purchase of goods for resale and consumables 3 (282,749) (289,174)
relating to related parties (20,404) (14,966)
Personnel costs 4 (9,186) (9,318)
Amortization, depreciation and write-downs 5 (4,579) (4,067)
Other operating costs 6 (42,052) (40,797)
relating to related parties (751) (763)
Financial income and charges 7 (1,099) (1,566)
relating to related parties 0 4
Revenues/(Losses) form investments evaluated using the Net
Equity method
0 (38)
Pre-tax profits 10,728 9,783
Taxes 8 (3,276) (3,040)
Profits for the period 7,452 6,743
Profit for the period atributable to:
Shareholders of the parent company 7,452 6,743
Minority interests 0 0
7,452 6,743
basic Earnings per Share (euro) 9 0.11 0.10
diluted Earnings per Share (euro) 9 0.11 0.10

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

(€thousand) Note 1st quarter
2018
1st quarter
2017
Profits for the period (A) 7,452 6,743
Items to be reclassified to profit or loss in subsequent periods:
Efficacious part of profits/(losses) on cash flow hedge
instruments, net of taxation effect (445) 172
Items not to be reclassified to profit or loss in subsequent
periods:
Actuarial (losses)/gains concerning defined benefit plans, net of
taxation effect 0 0
Total Other Profits/Losses, net of taxes (B) 10 (445) 172
Comprehensive Income (A) + (B) 7,007 6,915
Comprehensive Income attributable to:
Shareholders of the parent company 7,007 6,915
Minority interests 0 0
7,007 6,915

CONSOLIDATED STATEMENT OF CHANGES IN THE SHAREHOLDER'S EQUITY

Des
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Sha
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Oth
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Pro
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Tot
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Cap
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Leg
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res
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55
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(dp
r 59
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Res
erve
IAS
19
Tot
al
Res
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s
ried
car
ov
er
from
soli
dat
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con
Gro
up
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equ
1st J
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201
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at
nce
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33,
263
63,
348
6,65
2
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96
70,
119
1,47
5
7,29
0
(1,9
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1,4
74
(82
6)
184
,14
1
68,
161
285
,565
Oth
inor
varia
tion
er m
s
(1) (1) (1)
Con
solid
ated
preh
ensiv
e inc
(1/
1 -3
1/03
/17)
com
ome
:
- P
rofit
for
the
perio
d
- O
fits/L
ther
Pro
t of
taxe
osse
s, ne
s
172 172 6,74
3
6,74
3
172
Bala
31
Mar
ch 2
017
at
nce
33,
263
63,
348
6,65
2
13 36,4
96
70,
119
1,47
5
7,29
0
(1,7
29)
1,4
73
(82
6)
184
,312
74,9
04
292
,479
Allo
catio
n of
20
16 p
rofit
9,23
5
9,2
35
(9,2
35)
Dist
ribut
ion o
f MA
AR
S.p.A
. div
iden
ds
(46,
568
)
(46
,568
)
Oth
inor
varia
tion
er m
s
(5) (4) 1 (3)
Con
solid
ated
preh
(1/
04-3
1/12
/17)
ensiv
e inc
com
ome
:
rofit
for
- P
the
perio
d
- O
fits/L
t of
ther
Pro
taxe
osse
s, ne
s
(11) 68 57 58,7
61
58,7
61
57
Bala
Dec
31
emb
er 2
017
at
nce
33,
263
63,
348
6,65
2
13 36,4
96
79,
354
1,47
5
7,29
0
(1,7
40)
1,4
68
(75
8)
193
,600
77,
863
304
,726
Oth
inor
varia
tion
er m
s
(1) (1) (1)
Con
solid
ated
preh
ensiv
e inc
(1/
1 -3
1/03
/20
18):
com
ome
- P
rofit
for
the
perio
d
- O
fits/L
ther
Pro
t of
taxe
osse
s, ne
s
(445
)
(44
5)
7,45
2
7,4
52
(44
5)
Bala
31
Mar
ch 2
018
at
nce
33,
263
63,
348
6,65
2
13 36,4
96
79,
354
1,47
5
7,29
0
(2,1
85)
1,4
67
(75
8)
193
,154
85,
315
311
,732

CASH FLOWS STATEMENT (INDIRECT METHOD)

Consolidated
(€thousand)
31.03.18 31.03.17
Profit for the Period 7,452 6,743
Adjustment:
Amortization / Depreciation 1,655 1,553
Allocation of provison for bad debts 2,731 2,349
Provision for supplementary clientele severance indemnity 194 165
Capital profit/losses on disposal of assets 6 (25)
relating to related parties 0 0
Financial (income) charges net of foreign exchange gains and losses 1,076 1,402
relating to related parties 0 (4)
Foreign exchange evaluated (gains)/losses 5 16
5,667 5,460
Net change in Staff Severance Provision (215) (1,021)
(Increase) decrease in trade receivables 4,663 (11,298)
relating to related parties 81 777
(Increase) decrease in inventories (13,931) (26,423)
Increase (decrease) in trade payables (46,447) (27,272)
relating to related parties 2,439 2,798
(Increase) decrease in other assets 14,671 8,409
relating to related parties 184 70
Increase (decrease) in other liabilities (2,201) (1,998)
relating to related parties (181) (5)
Net change in tax assets / liabilities 2,406 2,502
relating to related parties 2,740 2,018
Income tax paid 0 0
relating to related parties 0 0
Interest paid (1,309) (1,777)
relating to related parties 0 0
Interest received 233 375
relating to related parties 0 4
Foreign exchange gains 57 153
Foreign exchange losses (62) (169)
Cash-flow from operating activities (29,016) (46,316)
(Investments) in other intangible assets (70) (136)
(Investments) in tangible assets (800) (1,522)
Net disposal of tangible assets 374 189
Net (investments) non consolidated on a line – by – line basis 0 38
Outgoing for acquisition of subsidiaries or going concerns during the year (net of the
cash acquired) 67 0
Cash-flow from investment activities (429) (1,431)
Other changes, including those of third parties (451) 171
Net change in financial payables (excluding the new non-current loans received) (18,467) (2,013)
relating to related parties 0 0
New non-current loans received 50,894 40,000
relating to related parties 0 0
Repayment of other long - term debt
relating to related parties
(3,299)
0
(12,300)
0
Net change in current financial receivables 449 (830)
relating to related parties 556 (706)
Net change in non-current financial receivables 801 562
Cash-flow from financing activities 29,927 25,590
Increase (decrease) in cash-flow 482 (22,157)
Opening cash and equivalents 156,285 114,160
Closing cash and equivalents 156,767 92,003

We point out that the figures as at 31 March 2017 have been restated, where necessary for a comparative purpose. For the reconciliation between the opening figures and closing figures with the relevant movements of the financial liabilities deriving from financing activities (as required by paragraph 44A of IAS 7), see Appendix 1 to the following explanatory notes.

EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Structure and contents of the interim condensed consolidated financial statements

The interim report as at 31 March 2018 has been prepared in accordance with the accounting policies and measurement criteria established by the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission according to the procedures in art. 6 of (EC) Regulation 1606/2002 of the European Parliament and Council dated 19 July 2002, while for information and the purposes of this report, reference is made to article 154-ter of the Legislative Decree 58 dated 24 February 1998.

In the "Accounting policies" section, the international accounting principles adopted in the drawing up of the quarterly report as at 31 March 2018 do not differ from those used in the drawing up of the consolidated financial statements as at 31 December 2017, excepted for the amendments and interpretations effective from the 1st January 2018.

For the purposes of the application of IFRS 8 it is noted that the Group operates in the "Distribution of food products to non-domestic catering" sector only; as regards performance levels in the first quarter of 2018, see that described in the Directors' Report on management performance.

The consolidated financial statements as at 31 March 2018 show, for comparison purposes, for the statement of profit or loss the figures for the first quarter of 2017 and for the statement of financial position the figures as at 31 December 2017 and at 31 March 2017.

The following classifications have been used:

  • "Statement of financial position" by current/non-current items,
  • "Statement of profit or loss" by nature,
  • "Cash flows statement" (indirect method).

It is believed that these classifications provide information which better represent the economic and financial situation of the company.

The figures are expressed in Euros.

The statements and tables contained in this quarterly report are shown in thousands of Euros.

The interim report is not subject to auditing.

This report has been prepared using the principles and accounting policies illustrated below:

Consolidation method

Consolidation is made by using the line-by-line method, which consists in recognizing all the items in the assets and liabilities in their entirety. The main consolidation criteria adopted to apply this method are the following:

  • Subsidiaries have been consolidated as from the date when control was actually transferred to the Group, and are no longer consolidated as from the date when control was transferred outside the Group.
  • Assets and liabilities, charges and income of the companies consolidated on a line-by-line basis, have been fully entered in the consolidated financial statements; the book value of equity investments has been written off against the corresponding portion of shareholders' equity of the related concerns, by assigning to each single item of the statement of financial position's assets and liabilities, the current value as at the date of acquisition of control (purchase method as defined by IFRS 3, "Business combinations"). Any residual difference, if positive, is entered under "Goodwill" in the assets; if negative, in the income statement.
  • Mutual debt and credit, costs and revenues relationships, between consolidated companies, and the effects of all significant transactions between these companies, have been written off.
  • The portions of shareholders' equity and of the results for the period of minority shareholders have been shown separately in the consolidated shareholders' equity and income statement: this holding is determined on the basis of the percentage held in the fair value of the assets and liabilities recorded at the date of original takeover and in the changes in shareholders' equity after this date.
  • Subsequently, the profits and losses are attributed to the minority shareholders on the basis of the percentage they hold and the losses are attributed to minorities even if this implies that the minority holdings have a negative balance.

  • Changes in the shareholding of the parent company in a subsidiary which do not imply loss of control are accounted as equity transactions.

  • If the parent company loses control over a subsidiary, it:
  • derecognises the assets (including any goodwill) and liabilities of the subsidiary,
  • derecognises the carrying amount of any non-controlling interest,
  • derecognises the cumulative translation differences recorded in equity,
  • recognises the fair value of the consideration received,
  • recognises the fair value of any investment retained,
  • recognises any surplus or deficit in the profit and loss,
  • re-classifies the parent's share of components previously recognised in other comprehensive income to profit and loss or retained earnings, as appropriate.

Scope of consolidation

The interim condensed consolidated financial statements as at 31 March 2018 include the financial statements of the Parent Company MARR S.p.A. and those of the companies it either directly or indirectly controls.

Control is achieved when the Group is exposed or has the right to variable performance levels, deriving from its own relations with the entity involved in the investment and, simultaneously, has the capacity to affect these performance levels by exercising its power over the entity. Specifically, the Group controls a subsidiary if, and only if, the Group has:

· the power over the entity involved in the investment (or has valid rights conferring upon it the current capacity to manage the significant activities of the entity being invested in);

· exposure or the right to variable performance levels deriving from relations with the entity being invested in;

· the capacity to exercise its own power over the entity being invested in terms of affecting the amount deriving from its performance.

There is a general assumption that the majority of voting rights implies control. In support of this assumption and when the Group possesses less than the majority of the voting (or similar) rights, the Group considers all the significant facts and circumstances to establish whether it controls the entity being invested in, including:

· contractual agreements with other owners of voting rights;

  • · rights deriving from contractual agreements;
  • · voting rights and potential voting rights of the Group.

The Group reconsiders whether it has control over a subsidiary or not if the facts and circumstances indicate that there have been changes in one or more of the significant elements defining control.

The complete list of subsidiaries included in the scope of consolidation as at 31 March 2018, with an indication of the method of consolidation, is included in the Group Organisation section.

The interim condensed consolidated financial statements have been prepared on the basis of the financial statements as at 31 March 2018 prepared by the subsidiaries included in the scope of consolidation and adjusted, if necessary, in order to align them to the accounting Group policies and classification criteria, in accordance with IFRS.

The structure of the Group as at 31 March 2018 differs from 31 December 2017 and also from 31 March 2017 for the consolidation of Griglia Doc. S.r.l. following the purchase, finalised on 27 February 2018, of the residual 50% of its share capital by the subsidiary DEAL S.r.l. Depositi Alimentari.

We recall that Griglia Doc. S.r.l. was establish on 4 April 2016 with 50% investment by DE..AL S.r.l. Depositi Alimentari. Until the 31 December 2017 the Griglia DOC's investment has been evaluated at equity.

As of the date of acquisition of control, the overall cost of the holding amounted to a net value of 930 thousand Euros. The transaction has not led to the recording of any values in the assets section of the Statement of Financial Position as goodwill and, net of the cash-out in the quarter (190 thousand Euros), generated an overall impact on the net financial position as at 31 March 2018 amounting to a positive net value of 67 thousand Euros. As regards the impacts on the Consolidated Statement of Financial Position as at 31 March 2018, see, specifically, the paragraph on Investments in the Directors' Report.

Accounting policies

The criteria for assessment used for the purpose of predisposing the consolidated accounts up for the quarter closed on 31 March 2018 do not differ from those used for the drafting of the consolidated financial statements as at 31 December

19

  1. It should be highlighted that the new Accounting Standards, interpretations and changes to the Accounting Standards listed above did not affected the equity, economic and financial situation of the present interim statement of the Group:

  2. IFRS 9 Financial instruments. In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments, which reflects all the phases of the project concerning financial instruments and replaces IAS 39, Financial Instruments: Recording and assessment, and all previous versions of IFRS 9. The principle introduces new requirements for classification, assessment, loss of value and hedge accounting. IFRS 9 is effective for business years starting on 1st January 2018 or later.

  3. IFRS 15 (and subsequent clarifications issued on 12 April 2016) Revenues deriving from contracts with customers. This IFRS was issued in May 2014 and introduces a new five-phase model to be applied to revenues from customer contracts. IFRS 15 provides that revenues be recorded for an amount reflecting the payment the entity deems to have the right to in exchange for the transfer of goods or services to the customer. The principle gives a more structured approach for recording and assessing revenues, replacing all the current requirements in the other IFRS on the recognition of revenues. IFRS 15 is effective for business years starting on 1st January 2018 or later, with full or modified retrospective application.
  4. Changes to IFRS 2 Clarifications of classification and measurement of share based payment transactions. This amendment is applicable from 1 January 2018 and deals with the following matters identified by the IFRS Interpretations Committee: i) the accounting of a share based payment plan with defined benefits including the achievement of targets; ii) a share based payment in which the method of settlement is correlated to future events; iii) share based payments settled net of fiscal withholdings; iv) transfer from a cash based payment method to a share based payment method.
  5. Changes to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts. This amendment is applicable from 1st January 2018 and deals with worries that arose during the application of IFRS 9 on financial instruments before the introduction of the new insurance contract standards. Two options are given for companies subscribing insurance contracts with regard to IFRS 4: i) an option that enables the company to reclassify some revenues or costs originating from specific financial assets from the income statement to the statement of comprehensive income; ii) a temporary exemption from the application of IFRS 9, the main activity of which is the subscription of contracts as described in IFRS 4.
  6. IFRIC 22 Foreign Currency Transactions and Advance Consideration. The interpretation (which is effective from 1 January 2018) deals with transactions in foreign currency in the event that an entity recognises a nonmonetary asset or liability originating from a payment or receipt of an advance payment before the entity recognises the relevant asset, cost or revenue. This need not be applied to taxes, insurance or re-insurance contracts.
  7. Changes to IAS 40 regarding transfers of investment property. The amendment (effective from 1 January 2018) provides that: i) paragraph 57 of IAS 40 be modified, providing that an entity must transfer a property from, or to, the category of investment property only when there is evidence of its change of use; ii) the list of examples included in the paragraph 57 (a) – (d) be redefined as a non-exhaustive list of examples.
  8. Improvements to the International Financial Reporting Standards (2014-2016). These are part of the annual improvement plan for the standards and come into force from 1 January 2018. The changes concern:
  9. IFRS 1: the short-term exemptions provided in paragraph E3-E7 are deleted, given that the reasons for including them are no longer in place;
  10. IFRS 12: the scope of the standard is clarified, specifying that the disclosure requirements, except for those in paragraphs B10-B16, are applicable to the interests of an entity listed in paragraph 5, which are classified as held for sale, distribution of as a discontinued operations ex IFRS 5;
  11. IAS 28: it is clarified that the decision to measure an investment in a subsidiary or joint venture held by a venture capital company at fair value through the income statement is possible for all investments in subsidiaries or joint ventures as of their initial recording;
  12. Changes to IFRS 9 Financial Instruments. The changes, published in October 2017, concern the "Prepayment Features with Negative Compensation" which enable the application of the amortized cost or the fair value through other comprehensive income (OCI) for the financial activities with an option of advance termination ("negative compensation");
  13. Changes to IAS 28 Long-term Interests in Associates and Joint Ventures. The changes specify that IFRS 9 must be applied to the long-term receivables from an associate company or a joint venture which, in substance, is part of the investment in the associate company or joint venture;

The new accounting standards, amendments and interpretations applicable from subsequent financial years are mentioned below:

IFRS 16 – Leases. Standard published by the IASB on 13 January 2016, destined to replace standard IAS 17 – Leasing, and also the interpretations of IFRIC 4 – Determining whether an agreement involves leasing, SIC 15 – Operating leasing – Incentives and SIC 27 – The evaluation of the substance of operations in the legal form of

leasing. The new standard provides a new definition of lease and introduces a criterion based on control (right of use) of an asset to distinguish leasing contracts from service contracts, identifying as discriminants: the identification of the asset, the right to replace it, the right to obtain substantially all of the economic benefits deriving from the use of the asset and the right to manage the use of the asset underlying the contract. Its application is provided as of 1 January 2019. Advance application is allowed for entities applying IFRS 15. The Group is evaluating the impacts of this new standard on its own consolidated financial statements; for further detail regarding the estimated effects we refer to the Explanatory Notes of the consolidation at 31 December 2017.

IFRIC 23 - Uncertainty over Income Tax Treatments. This interpretation provides indications on how to reflect in the accounting of income tax the uncertainties of the fiscal treatment of a specific phenomenon. IFRIC 23 will come into force on 1 January 2019

Finally we remind that IASB on 12 December 2017 published the Annual Improvements to IFRS (2015 – 2017 cycle) that included the modify at IAS 12 – Income Taxes;, at IAS 23 – Borrowing Costs, at IFRS 3 – Business Combinations – and at IFRS 11 – Joint Arrangement.

Main estimates adopted by management and discretional assessments

The figures herein are partly derived from estimates and assumptions made by the top Management, variations in which are currently unpredictable and could affect the economic and equity situation of the Group. These estimates do not differ significantly from those usually used in the drafting of annual and consolidated accounts.

20

Comments on the main items of the consolidated income statement

1. Revenues

(€thousand) 1st quarter
2018
1st quarter
2017
Net revenues from sales - Goods 327,802 319,027
Revenues from Services 51 78
Other revenues from sales 0 5
Manufacturing on behalf of third parties 4 4
Rent income (typical management) 13 79
Other services 673 575
Total revenues 328,543 319,768

For a comment on the trend of the revenues from sales of goods see the Directors' Report on management performance.

The breakdown of the revenues from sales of goods and from services by geographical area is as follows:

(€thousand) 1st quarter
2018
1st quarter
2017
Italy 310,121 290,344
European Union 12,668 18,217
Extra-EU countries 5,754 11,207
Total 328,543 319,768

2. Other revenues

The Other revenues are broken down as follows:

1st quarter
(€thousand)
2018
1st quarter
2017
Contributions from suppliers and others 7,548 7,915
Other Sundry earnings and proceeds 109 228
Reimbursement for damages suffered 73 158
Reimbursement of expenses incurred 164 212
Recovery of legal taxes 8 4
Capital gains on disposal of assets 17 35
Total other revenues 7,919 8,552

The "Contributions from suppliers and others" consist mainly of contributions obtained from suppliers for the commercial promotion of their products with our customers.

The comparison with the previous year shows that part of the contribution from suppliers has been included to reduce the cost of purchasing materials following the reformulation of some of the contracts for the recognition of end-of-year bonuses.

3. Purchase of goods for resale and consumables

This item is composed of:

(€thousand) 1st quarter
2018
1st quarter
2017
Purchase of goods 282,422 287,792
Purchase of packages and packing material 1,002 1,019
Purchase of stationery and printed paper 147 178
Purchase of promotional and sales materials and catalogues 77 53
Purchase of various materials 107 145
Discounts and rebates from suppliers (1,055) (96)
Fuel for industrial motor vehicles and cars 49 83
Total purchase of goods for resale and consumables 282,749 289,174

As regards the performance of the purchase cost of goods destined for commercialisation, see the Directors' Report and the relevant comments on the gross margin.

As highlighted in the previous paragraph, the item "Purchases of goods" benefit for some 962 thousand Euros, of the part of contribution from suppliers identifiable as end-of year bonuses.

4. Personnel costs

As at 31 March 2018 the item amounts to 9,186 thousand Euros (9,318 thousand Euros as at 31 March 2017) and includes all expenses for employed personnel, including holiday and additional monthly salaries as well as related social security charges, in addition to the severance provision and other costs provided contractually.

This item shows a slight decrease compared to the same period in the previous business year, also as a result of the process of outsourcing some activities conducted in the previous business year and as a result of which the average number of employees in the first quarter of 2018 was 825 (844 in the same period of 2017).

The maintenance of a careful resource management policy has been confirmed, with specific reference to the management of leave and permits and of overtime work.

5. Amortizations, depreciations and write-downs

(€thousand) 1st quarter
2018
1st quarter
2017
Depreciation of tangible assets 1,577 1,503
Amortization of intangible assets 77 50
Provisions and write-downs 2,925 2,514
Total amortization and depreciation 4,579 4,067

The item "Provision and write-downs" refers for 2,731 thousand Euros to the provision for bad debts and for 194 thousand Euros to the provision for supplementary clientele severance indemnity.

6. Other operating costs

The details of the "Other operating costs" are as follows:

(€thousand) 1st quarter
2018
Operating costs for services 39,232 38,002
Operating costs for leases and rentals 2,410 2,421
Operating costs for other operating charges 410 374
Total other operating costs 42,052 40,797

The operating costs for services mainly include the following items: sale expenses, distribution and logistics costs for our products for 31,663 thousand Euros (32,107 thousand Euros in the first quarter of 2017), utility costs for 2,219 thousand Euros (2,192 thousand Euros in the first quarter of 2017), handling costs for 1,060 thousand Euros (964 thousand Euros in the first quarter of 2017), third party works for 917 thousand Euros (811 thousand Euros in the first quarter of 2017) and maintenance costs amounting to 1,230 thousand Euros (1,206 thousand Euros in the first quarter of 2017).

Costs for leases and rentals mainly concern the rental fees for industrial buildings that amount to a total of 2,297 thousand Euros (2,325 thousand Euros as at 31 March 2017).

It should be pointed out that the item "Lease of industrial buildings" includes, for 167 thousand Euros, the rental fees paid to the associate companies Le Cupole S.r.l. of Castelvetro (MO) for the rental of the property in which the branch MARR Battistini carries out its activities (Via Spagna 20 – Rimini).

The operating costs for other operating charges mainly include the following items: "other indirect duties, taxes and similar costs" for 143 thousand Euros, expenses for credit recovery for 129 thousand Euros and "local council duties and taxes" for 75 thousand Euros.

7. Financial income and charges

Details of "Financial income and charges" are as follows:

(€thousand) 1st quarter
2018
1st quarter
2017
Financial charges 1,310 1,777
Financial income (233) (375)
Foreign exchange (gains)/losses 22 164
Total financial (income) and charges 1,099 1,566

The net effect of foreign exchange mainly reflects the performance of the Euro compared to the US dollar, which is the currency for imports from non-EU countries.

As also highlighted in the Directors' Report, the decrease in financial charges has benefited from a reduction in the cost of money related, in addition to the trend of interest rates, to the renegotiation of some long term debt finalised at the end of the 2017 and in the first quarter of 2018.

8. Taxes

(€thousand) 1st quarter
2018
1st quarter
2017
Ires / Ires charge transferred to Parent Company 2,952 2,186
Irap 642 599
Net provision for deferred taxes (318) 255
Total taxes 3,276 3,040

9. Earning per shares

The following table is the calculation of the basic and diluted Earnings:

(Euros) 1st quarter
2018
1st quarter
2017
Basic Earnings Per Share 0.11 0.10
Diluted Earnings Per Share 0.11 0.10

It must be pointed out that the calculation is based on the following data:

Earnings:
(€thousand) 1st quarter
2018
1st quarter
2017
Profit for the period
Minority interests
7,452
0
6,743
0
Profit used to determine basic and diluted earnings per share 7,452 6,743
Number of shares:
(number of shares) 1st quarter
2018
1st quarter
2017
Weighted average number of ordinary shares used to determine basic
earning per share
Adjustments for share options
66,525,120
0
66,525,120
0
Weighted average number of ordinary shares used to determine
diluted earning per share
66,525,120 66,525,120

10. Other profits/losses

The other profits/losses accounted for in the consolidated statement of other comprehensive income consist of the effects produced and reflected in the period with reference to the following items:

  • effective part of the operations for: hedging interest rates related to variable rate loans existing at the date; hedging exchange risk rate related to the bond in US dollars closed with an operation of private placement in the month of July 2013; effective part of the term exchange purchase transactions carried out by the Group to hedge the underlying goods purchasing operations. The value indicated, amounting to a total loss of 455 thousand Euros in the first quarter of 2018 (+172 thousand Euros in the same period of the previous year), is shown net of the taxation effect (that amounts to a positive effect of approximately 55 thousand Euros as at 31 March 2018).

According to the IFRS these profits/losses have been entered in the net equity and highlighted (according to IAS 1 revised, in force from 1st January 2009) in the consolidated comprehensive income statement

° ° °

Rimini, 14 May 2018

The Chairman of the Board of Directors Paolo Ferrari

Appendices

These appendices contain additional information compared to that reported in the Notes, of which they constitute a complete part.

Appendix 1 – Reconciliation of liabilities deriving from financing activities as at 31 March 2018.

RECONCILIATION OF LIABILITIES DERIVING FROM FINANCING ACTIVITIES AS AT 31 MARCH 2018

No
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ial p
bles
t fin
for
rcha
f qu
r sh
ota
rren
anc
aya
pu
se o
s o
are
s
10
,57
4
0 0
0
0 0
10
,57
4
To
tal
fina
nci
al
ab
les
nt
cu
rre
pay
106
,33
4
(
19,5
95)
0
5,7
68
0 0
120
,16
1
Cu
bles
abl
l ins
/(re
ceiv
es)
for
hed
ing
fina
ncia
t p
tru
nts
rren
aya
me
g
0 (
7)
0
0
0 0
7
To
tal
fina
al
nci
inst
nt
ent
cu
rre
rum
s
0 (
7)
0
0
0 0
7
No
bles
ban
k
t p
to
n-cu
rren
aya
202
,58
7
48
,40
6
0
(
5,4
02)
0 0
159
,58
3
No
t fin
ial p
bles
for
bo
nd
lace
n U
S d
olla
ivat
nt i
n-cu
rren
anc
aya
pr
e p
me
rs
34
,66
2
0 0
13
(
954
)
0
35
,60
3
No
ial p
bles
lea
t fin
for
sing
ntra
cts
n-cu
rren
anc
aya
co
45
3
0 0
(
56)
0 0
509
No
t fin
ial p
bles
for
rcha
of q
har
uot
n-cu
rren
anc
aya
pu
se
as
or s
es
0 0 0
0
0 0
0
To
tal
fin
ial
les
ab
ent
no
n-c
urr
anc
pay
237
,70
2
48
,40
6
0
(
5,4
45)
(
954
)
0
195
,69
5
No
bles
/(re
ceiv
abl
es)
for
hed
ing
fina
ncia
l ins
t p
trum
ent
n-cu
rren
aya
g
s
955 0 0
0
955 0
0
To
tal
fin
ial
inst
ent
ent
no
n-c
urr
anc
rum
s
955 0 0
0
955 0
0
To
tal
lia
bili
fro
fina
al a
tie
risi
nci
ctiv
itie
s a
ng
s
m
34
4,9
91
28
,80
4
0
32
3
1 0
31
5,8
63
Re
h C
s S
Ind
cilia
tio
f v
aria
tio
wit
ash
Fl
(
irec
t M
eth
od
)
tat
ent
con
n o
ns
ow
em
Cas
h flo
ws
28,
804
Ot
lass
her
ch
es/
ifica
tion
ang
rec
s
32
3
Exc
han
riat
ions
rate
ge
s va
1
lue
Fair
iatio
va
var
n
0
T
l de
taile
le
d v
aria
tion
s in
the
tab
ota
29
,12
8
Ot
cial
liab
ilitie
her
ch
in fi
ang
es
nan
s
(
18,4
67)
Ne
loa
ived
rent
w n
on-
cur
ns
rece
50
,89
4
No
t lo
ent
n cu
rren
ans
rep
aym
(
3,2
99)
Tot
al c
Cas
low
s St
han
sh
n b
fin
ing
iviti
in t
he
h F
etw
act
ate
nt
ges
ow
een
anc
es
me
29
,12
8

Appendix 1

STATEMENT BY THE RESPONSIBLE FOR THE DRAFTING OF CORPORATE ACCOUNTING DOCUMENTS PURSUANT TO ART. 154-BIS PARAGRAPH 2 OF LEGISLATIVE DECREE 58 DATED 24 FEBRUARY 1998

The manager responsible for preparing the company's financial reports, Pierpaolo Rossi, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this interim report corresponds to the document results, books and accounting records.

Rimini, 14 May 2018

Pierpaolo Rossi Manager responsible for the drafting of corporate accounting documents